Last checked at 7 Feb 2019 15:32
7 February 2019
On The Beach Group plc (the "Company")
Result of Annual General Meeting
The Board of the Company announces that at its Annual General Meeting ("AGM") held today, 7 February 2019, all the resolutions considered at the AGM were duly passed by the required majority by means of a poll vote.
Resolution 8 contained in the Notice of Meeting dated 7 January 2019, concerning the re-election of Lee Ginsberg was withdrawn following Lee Ginsberg's resignation from the Company, as separately announced on 6 February 2019, and therefore was not put to a vote.
The results of the poll votes on the resolutions are shown in the table below:
Resolution | Votes for | Votes against | Total votes cast (excl. withheld) | Votes withheld | |||
No. of votes | % of vote | No. of votes | % of vote | No. of votes | No. of votes | ||
1. | To receive the report & accounts | 93,966,151 | 100.00% | 0 | 0.00% | 93,966,151 | 312,671 |
2. | To approve the Directors' Remuneration Policy | 76,896,941 | 81.80% | 17,107,090 | 18.20% | 94,004,031 | 274,790 |
3. | To approve the Directors' Remuneration Report | 73,404,924 | 78.56% | 20,036,361 | 21.44% | 93,441,285 | 837,536 |
4. | Declare final dividend of 2.2p per share | 94,019,705 | 100.00% | 0 | 0.00% | 94,019,705 | 259,117 |
5. | To appoint Elaine O'Donnell as a Director | 93,878,771 | 99.85% | 139,878 | 0.15% | 94,018,649 | 260,172 |
6. | To re-appoint Simon Cooper as a Director | 93,887,305 | 99.86% | 131,385 | 0.14% | 94,018,690 | 260,132 |
7. | To re-appoint Paul Meehan as a Director | 93,884,965 | 99.86% | 133,685 | 0.14% | 94,018,650 | 260,172 |
8. | Withdrawn | - | - | - | - | - | - |
9. | To re-appoint David Kelly as a Director | 90,596,663 | 96.36% | 3,421,986 | 3.64% | 94,018,649 | 260,172 |
10. | To re-appoint KPMG LLP as auditors | 93,836,018 | 99.80% | 183,646 | 0.20% | 94,019,664 | 259,157 |
11. | To authorise the directors to determine the auditor's remuneration. | 94,018,443 | 100.00% | 1,222 | 0.00% | 94,019,665 | 259,157 |
12. | To authorise the directors to allot shares. | 90,471,230 | 96.23% | 3,547,420 | 3.77% | 94,018,650 | 260,172 |
13. | To authorise political donations. | 85,706,136 | 92.04% | 7,409,591 | 7.96% | 93,115,727 | 1,163,095 |
14. | To dis-apply statutory pre-emption rights- any circumstances | 91,194,596 | 97.00% | 2,824,054 | 3.00% | 94,018,650 | 260,172 |
15. | To dis-apply statutory pre-emption rights- acquisition or capital investment. | 81,526,350 | 86.71% | 12,492,299 | 13.29% | 94,018,649 | 260,172 |
16. | To authorise the purchase of own shares. | 93,992,698 | 99.97% | 25,951 | 0.03% | 94,018,649 | 260,172 |
17. | To reduce the notice period required for General Meetings | 92,692,807 | 98.59% | 1,326,858 | 1.41% | 94,019,665 | 259,157 |
Notes:
1. A 'Vote withheld' is not a vote in law and is not counted in the calculation of the proportion of the votes 'For' and 'Against' any resolution.
2. The Company's total ordinary shares in issue (total voting rights) as at the date of the AGM was 131,144,234 ordinary shares of £0.01 each. Ordinary shareholders are entitled to one vote per ordinary share held.
3. In accordance with paragraph 9.6.2 of the LSE Listing Rules, a copy of the resolutions passed as special business at the AGM have been submitted to the National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/uk/NSM.
4. The complete poll results will be available shortly on the Company's website at: http://www.onthebeachgroupplc.com.
Statement regarding AGM voting results
The Board notes that there was a significant minority vote (just over 20%) against Resolution 3 for the approval of the Directors' Remuneration Report which primarily stemmed from the salary increase for the Chief Financial Officer. It should be noted that there was an active engagement process to discuss the changes being made to the remuneration arrangements ahead of the publication of the Annual Report and the Company's major shareholders were supportive of these.
The Board believes that the salary increase awarded was essential to support the retention of key talent to enable the Company to continue to grow and resulted in an appropriate market positioning as Paul Meehan has become more established in his role and taken on a wider range of responsibilities since his appointment in 2017. Nonetheless, the Remuneration Committee notes the concerns raised by some of its shareholders and will reflect on feedback received, whilst maintaining focus on alignment with the best interests of shareholders and also with the Company's overarching reward principles.
For further information:
On the Beach Group plc Simon Cooper, Chief Executive Officer Paul Meehan, Chief Financial Officer Kirsteen Vickerstaff, Company Secretary
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